6 months ago

Annual report and accounts 2016

72 Report of the

72 Report of the Nominations Committee Committee members Date of appointment Attendance Antonio Vázquez (Chair) December 19, 2013 Patrick Cescau June 16, 2016 Baroness Kingsmill September 27, 2010 Emilio Saracho June 16, 2016 Dame Marjorie Scardino June 16, 2016 Absent Dear Shareholder In my role as Committee Chairman, I am pleased to present the Nominations Committee’s Report for 2016. This has been a period of significant activity and the Committee had six meetings during the year. At the 2016 Shareholders’ Meeting, our Deputy Chairman, Sir Martin Broughton, stepped down after serving for more than 16 years at IAG and British Airways, In addition to this, César Alierta also decided to retire. The Board and I expressed our gratitude to both directors for their contribution to the development of the Company since it was formed. In 2016, we also welcomed the appointment of Marc Bolland and Emilio Saracho. Each of them brings valued skills and experience which contribute to the effectiveness of the Board as a whole. As previously reported, Marc Bolland reinforces the expertise of the Board in consumer product manufacturing and distribution companies. Emilio Saracho brings valuable expertise in international corporate transactions and financial markets. Following Sir Martin’s retirement, the Committee considered it appropriate to redefine this role and to appoint solely a Senior Independent Director. Consistent with the succession planning process, Patrick Cescau was selected for this role. Following these changes, the Committee focused on the review of the Board committee’s composition, and several modifications were introduced, as detailed later in this report. Although a lot has been done with regard to succession planning we maintained our focus on this matter during the year and will continue to do so in 2017, We will also continue to support the Group Chief Executive in relation to executive succession planning, and particularly in relation to talent development. In this regard, the Group is already benefitting from its structure and is fostering the development of talent from within. As evidence of this, we saw this year the appointment of Javier Sánchez-Prieto as CEO of Vueling, as well as that of Andrew Crawley as CEO of our Cargo business. As the external 2016 Board performance evaluation was completed in September, we had the opportunity to consider its results as far as the work of our Committee is concerned. The outcome of this exercise determines our main priorities for 2017, principally maintaining the focus on succession plans for both directors and management. Antonio Vázquez Nominations Committee Chairman The Nominations Committee The composition, competencies and operating rules of the Nominations Committee are regulated by article 30 of the Board Regulations. A copy of these Regulations can be found on the Company’s website. These Regulations state that the Nominations Committee shall be made up of no less than three and no more than five nonexecutive directors appointed by the Board, with the dedication, capacity and experience necessary to carry out its function. A majority of the members of the Nominations Committee must be independent directors. Currently, all members excluding the Chairman of the Board, are considered independent. Meetings During 2016 the Nominations Committee met six times. Directors’ attendance at these meetings is shown above and further detailed on page 62. INTERNATIONAL AIRLINES GROUP Annual Report and Accounts 2016

73 The Committee’s responsibilities The Nominations Committee’s responsibilities are contained in the Board Regulations. These can be summarised as: evaluating the competencies, knowledge and experience necessary on the Board and reviewing the criteria for the Board composition and the selection of candidates; submitting the appointment of directors to the Board for approval, and reporting on the proposed designations of the members of the Board committees and their chairmen; succession planning for Board members making proposals to the Board so that such succession occurs in a planned and orderly manner; establishing guidelines for the appointment, recruitment, career, promotion and dismissal of senior executives; reporting to the Board on the appointment and removal of senior executives; ensuring that non-executive directors receive appropriate induction programmes; establishing a target for female representation on the Board which should adhere to the Company’s Directors Selection and Diversity Policy; and submitting to the Board a report on the annual evaluation of the Board’s performance. The Committee’s activities during the year The Committee dealt with the following significant issues during 2016: approval of the Directors Selection and Diversity Policy; performance evaluation of the Chairman and of the Chief Executive; annual review of the category of each director; assessment of directors re-election; appointment of non-executive directors; changes to the composition of the Board Committees; review of investor feedback from the 2016 Shareholders’ Meeting; Board succession planning; succession planning for the Group Chief Executive , the IAG Management Committee and leadership teams of the Group operating companies; update on diversity trends and Group diversity reporting; review of appointments to the Group subsidiary boards; induction programme for new non-executive directors; and annual check of compliance with the Directors Selection and Diversity Policy. Board appointments Two new non-executive directors, Marc Bolland and Emilio Saracho, were appointed in 2016 to fill the vacancies left by Sir Martin Broughton and César Alierta who stood down as directors at the Shareholders’ Meeting in June 2016. The flow chart on the next page describes the process followed for the appointment of these two new non-executive directors. Spencer Stuart, which has no other connections with IAG, was engaged to carry out the search. As recommended by the Spanish Good Governance Code, the Nominations Committee ran an annual check on compliance with its policy on directors’ selection. After this review, the Committee concluded that: the procedure followed was formal, rigorous and transparent; the proposals were based on a prior analysis of the needs of the Board. This evaluation was made alongside succession plans for directors and taking into consideration the conclusions from the annual review of Board performance; the Company engaged a professional and well-known search firm, Spencer Stuart, which is a signatory to the UK Voluntary Code of Conduct for Executive Search Firms; both proposals referred to candidates who satisfy the legal and statutory conditions required to hold office as a director, are of suitable repute and have the appropriate knowledge, experience, skills and availability for the exercise of the functions and duties of such office; and gender diversity principles were followed throughout the process, while preserving the general diversity and merit based appointment principles established in the policy. Following Sir Martin Broughton’s retirement, the Board announced the appointment of Patrick Cescau as Senior Independent Director on June 16, 2016, following the recommendation of the Nominations Committee. Board Committee changes The Committees’ configuration was reviewed in accordance with the new Board composition, and the following changes were recommended to the Board and approved: the appointment of Kieran Poynter as Chairman of the Audit and Compliance Committee, replacing James Lawrence, who remained as a Committee member, and the appointment of María Fernanda Mejía as a member of that Committee; the appointment of Patrick Cescau, Emilio Saracho and Dame Marjorie Scardino as members of the Nominations Committee, with Antonio Vázquez becoming the Committee Chairman; and the appointment of Marc Bolland as a member of the Remuneration Committee and of the Safety Committee. Strategic Report Corporate Governance Financial Statements Additional Information

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